DMetrix is developing an innovative array-microscope technology to generate virtual slides in histopathology and cytology. The innovation consists of the use of an array of miniaturized objectives, each measuring approximately 2 mm in diameter and 10 mm in length, slightly staggered in the array, to produce a single, seamless sweep of the microscope slide. In Phase I, we completed successfully a preliminary design of a state-of-the-art CMOS image sensor. We were able to establish the feasibility of all specifications laid out in Phase I and found no technical barriers to the fabrication of such an imaging device. Furthermore, we successfully developed an analog-to-digital conversion (ADC) electronics board, designed specifically to interface with the proposed image sensor. All success criteria of Phase I were either met or exceeded. In this Phase II application, we propose to complete the development of a 480 MB/sec image-acquisition system for an array-microscope slide scanner to generate virtual slides in histopathology and cytology. The first Aim is to complete the design and fabrication of the CMOS image sensor. The most distinguishing features of this image sensor are its 1.65-mu m pixels, its large 27-mm-widm format, and its combined output data rate of 480 MB/sec. The impact of the new image sensor on our technology will be profound: a quadrupling of slide scanning speed and a doubling of spatial resolution to reach equivalence with 40X conventional microscope optics. The second Aim is to develop prototype image capture & processing electronics that will achieve real-time JPEG2000 image compression and have the potential for enabling real-time image analysis carried out on sixteen PowerPC processors. DMetrix has extensive experience will all facets of the required effort in Phase II. This experience was gained during the development of our current product, a first-of-its-kind array-microscope scanner. The proposed image-acquisition system will lead to a virtual-slide scanner with applications in histopathology, cytology, telepathology, pathology education, pharmaceutical research, and industrial inspection. To our best knowledge, the resulting virtual-slide scanner will have a minimum 20-fold speed competitive advantage relative to our closest competitor and will double the spatial resolution of our current product to 0.235 mu m sampling.